UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | | January 11, 2016 |
Torvec, Inc.
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(Exact name of registrant as specified in its charter)
New York | 000-24455 | 16-1509512 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
| | |
1999 Mt. Read Blvd, Bldg. 3, Rochester, New York | | 14615 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
| | |
Registrant’s telephone number, including area code: | 585-254-1100 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On January 12, 2016, Torvec, Inc. issued a press release to extend the offering for investment in the company’s Series C-3 Voting Convertible Preferred Stock through February 10, 2016. To date, the Company has received subscription agreements or verbal commitments achieving the offering minimum of $1,000,000. Mr. Kaplan reported that the Company had received requests from current shareholders to reduce the minimum investment defined in the offering. In response, the Company has reduced the minimum investment to $5,000. The offering is being made onlyto “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act.
A copy of the press release is attached hereto as Exhibit 99.1.
The commencement of the Series C-3 Voting Convertible Preferred Stock was disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2015. The shares of Series C-3 Preferred Stock available in the offering will not be registered under the Securities Act of 1933. Accordingly, those shares and the shares of common stock issuable upon their conversion are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933 and may not be offered for resale or resold or otherwise transferred except pursuant to a registration statement under the Securities Act of 1933 or an applicable exemption from registration requirements.
The information set forth herein is neither an offer to sell, nor a solicitation of an offer to buy, any Series C-3 Preferred Stock, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item9.01 | Financial Statements and Exhibits |
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99.1 | January 12, 2016 press release announcing the extension of the offering of the company’s Series C-3 Voting Convertible Preferred Stock through February 10, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Torvec, Inc. | |
January 12, 2016 | By: | /s/ Kathleen A. Browne | |
| | Kathleen A. Browne Chief Financial and Principal Accounting Officer |
